Certificate of Organization and Operating Agreement Sample Clauses

Certificate of Organization and Operating Agreement. Immediately after the Effective Time: (a) the certificate of organization of Surviving Company will be remain in place, a copy of which is attached hereto as Exhibit C, and such certificate of organization will be the certificate of organization of Surviving Company until thereafter amended as provided by Law and such certificate of organization; (b) the operating agreement of Surviving Company will be amended and restated to read as set forth on Exhibit D hereto, and such operating agreement, as so amended and restated, will be the operating agreement of Surviving Company until thereafter amended as provided by Law and such operating agreement; (c) the manager of the Surviving Company immediately after the Effective Time will be Purchaser until the earlier of its resignation or removal or until its respective successor is duly elected and qualified, as the case may be; and (d) the officers will be as set forth on Exhibit E and such persons or entities will be the officers of Surviving Company until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
Sample 1
AutoNDA by SimpleDocs
Certificate of Organization and Operating Agreement. The Company has prior to the date of this Agreement made available to Acquiror true, complete and correct copies of its certificate of organization and operating agreement, and substantially equivalent organizational documents for each of its subsidiaries, in each case, as amended to as of the date of this Agreement. Such certificate of organization and operating agreement are in full force and effect. The Company is not in violation of any of the provisions of its certificate of organization or operating agreement.
Sample 1
Certificate of Organization and Operating Agreement. At the Second Effective Time, the certificate of organization and the operating agreement of LMC Capital, as in effect immediately prior to such time, will be the certificate of organization and the operating agreement of the Surviving LLC until thereafter altered, amended or repealed as provided therein or in the DLLCA.
Sample 1
Certificate of Organization and Operating Agreement. At the Effective Time, the certificate of organization of Merger Sub I, as in effect immediately before the Effective Time, shall be the certificate of organization of the First Merger Surviving Company until thereafter amended. At the Effective Time, the operating agreement of Merger Sub I, as in effect immediately before the Effective Time, shall be the operating agreement of the First Merger Surviving Company until thereafter amended; provided, however, that the operating agreement of Merger Sub I shall be amended at the Effective Time to change the name of the company set forth therein from “Vici Acquisition LLC” to “Green Leaf LLC”. At the Second Effective Time, the certificate of organization of the First Merger Surviving Company, as in effect immediately before the Second Effective Time, shall be the certificate of organization of Merger Sub II until thereafter amended. At the Second Effective Time, the operating agreement of the First Merger Surviving Company, as in effect immediately before the Second Effective Time, shall be the operating agreement of the Surviving Company until thereafter amended.
Sample 1
Certificate of Organization and Operating Agreement. At the Effective Time, the certificate of organization of Merger Sub, as in effect immediately before the Effective Time, shall be the certificate of organization of the Surviving Company until thereafter amended; provided, however, that the certificate of organization of the Merger Sub shall be amended at the Effective Time to change the name of the company set forth therein from “Ascend PA Merger Sub, LLC” to “Story of PA CR, LLC.” At the Effective Time, the operating agreement of Merger Sub, as in effect immediately before the Effective Time, shall be the operating agreement of the Surviving Company until thereafter amended; provided, however, that the operating agreement of Merger Sub shall be amended at the Effective Time to change the name of the company set forth therein from “Ascend PA Merger Sub, LLC” to “Story of PA CR, LLC.”
Sample 1
Certificate of Organization and Operating Agreement. The Borrower shall have furnished the Lender with certified copies of the Borrower's Articles of Organization and Operating Agreement.
Sample 1
Certificate of Organization and Operating Agreement. The Certificate of Organization of the Limited Liability Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Organization of the Surviving Entity. The Operating Agreement of the Limited Liability Company, as in effect immediately prior to the Effective Time, shall be the Operating Agreement of the Surviving Entity. Each Membership Interest of the Limited Liability Company issued and outstanding immediately prior to the Effective Time shall remain outstanding as one validly issued, fully paid and non-assessable Membership Interest of the Surviving Entity, so that thereafter the Members of the Limited Liability Company shall be the sole Members and owners of all Membership Interests of the Surviving Entity.
Sample 1
AutoNDA by SimpleDocs

Related to Certificate of Organization and Operating Agreement

  • Articles of Organization This Company is organized pursuant to the provisions of the COLORADO LIMITED LIABILITY COMPANY ACT (the “Act”, codified in Colorado Revised Statues §7-80-100 et seq. as it may be amended from time to time) and pursuant to Articles of Organization filed with the Secretary of State on January 24, 2014. The rights and obligations of the Company and the Members shall be provided in this Operating Agreement.

  • Certificate of Limited Partnership The General Partner has caused the Certificate of Limited Partnership to be filed with the Secretary of State of the State of Delaware as required by the Delaware Act. The General Partner shall use all reasonable efforts to cause to be filed such other certificates or documents that the General Partner determines to be necessary or appropriate for the formation, continuation, qualification and operation of a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware or any other state in which the Partnership may elect to do business or own property. To the extent the General Partner determines such action to be necessary or appropriate, the General Partner shall file amendments to and restatements of the Certificate of Limited Partnership and do all things to maintain the Partnership as a limited partnership (or a partnership or other entity in which the limited partners have limited liability) under the laws of the State of Delaware or of any other state in which the Partnership may elect to do business or own property. Subject to the terms of Section 3.4(a), the General Partner shall not be required, before or after filing, to deliver or mail a copy of the Certificate of Limited Partnership, any qualification document or any amendment thereto to any Limited Partner.

  • Amendment of Organizational Documents The Borrower will not, or will permit any Restricted Subsidiary to, amend, modify or waive any of its rights under its articles or certificate of incorporation, by-laws or other organizational documents, in either case, to the extent such amendment, modification or waiver would be adverse in any material respect to the rights or interests of the Lenders hereunder or under any other Loan Document.

  • Operating Agreement The Borrower will not amend, modify, waive or terminate any provision of its operating agreement without the prior written consent of the Administrative Agent.

  • Certificate of the Company Parent shall have received certificates from the Company, validly executed by the Chief Executive Officer and Chief Financial Officer of the Company for and on the Company’s behalf, to the effect that, as of the Closing:

  • Certificate of Existence A certification of the Secretary of State (or other government authority) of the State of the Borrower's Incorporation or Organization as to the existence or good standing of the Borrower and its charter documents on file.

  • Modification of Organizational Documents Not permit the charter, by-laws or other organizational documents of any Loan Party to be amended or modified in any way which could reasonably be expected to materially adversely affect the interests of the Lenders.

  • Certificate of Incorporation and By Laws of the Surviving Corporation

  • Amendment of Agreement and Certificate of Limited Partnership For the admission to the Partnership of any Partner, the General Partner shall take all steps necessary and appropriate under the Act to amend the records of the Partnership and, if necessary, to prepare as soon as practical an amendment of this Agreement (including an amendment of Exhibit A) and, if required by law, shall prepare and file an amendment to the Certificate and may for this purpose exercise the power of attorney granted pursuant to Section 2.4 hereof.

  • Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity (a) Amend, modify or change its Organization Documents in a manner adverse to the Lenders.

Time is Money Join Law Insider Premium to draft better contracts faster.